The adoption of the amendments to the Indenture required consents from the holders of at least a majority in aggregate principal amount outstanding of each series of Notes as of 5:00 p.m., New York City time, on December 4, 2024, excluding Notes owned by Lazard Group or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with Lazard Group. Global Bondholder Services Corporation, the Information Agent and Tabulation Agent for the consent solicitation and offer to guarantee, has advised Lazard that as of 5:00 p.m., New York City time, on December 11, 2024 (the “Expiration Time”), Lazard has received the required consents of the holders of the Notes.
In accordance with the terms of the consent solicitation and offer to guarantee, Lazard will make a payment to the holders of the Notes in an amount equal to $1.50 for each $1,000 principal amount of Notes for which such holders provided valid and unrevoked consent prior to the Expiration Time.
Following receipt of the consents, Lazard Group, as issuer, Lazard and The Bank of New York Mellon, as trustee, will enter into a supplemental indenture to the Indenture to (i) modify the reporting covenant contained in the Indenture to provide that so long as any parent entity of Lazard Group guarantees the securities issued under the Indenture (including the Notes), the reports, information and other documents required to be filed and furnished to holders pursuant to the Indenture may, at the option of Lazard Group, be filed and furnished by and be those of such parent entity rather than Lazard Group and (ii) provide for the guarantees of the Notes by Lazard.
The terms and conditions of the consent solicitation and offer to guarantee were set forth in a consent solicitation/prospectus supplement dated December 5, 2024 (the “Consent Solicitation/Prospectus Supplement”), which was filed with the Securities and Exchange Commission, and was sent to record holders of the Notes.
Citigroup Global Markets Inc. and Lazard Frères & Co. LLC acted as the Solicitation Agents for the consent solicitation and offer to guarantee. Questions regarding the terms of the consent solicitation and offer to guarantee should be directed to (i) Citigroup Global Markets Inc. by calling (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or (ii) Lazard Frères & Co. LLC by calling (212) 632-6311 (collect).
Global Bondholder Services Corporation acted as the Information Agent and Tabulation Agent for the consent solicitation and offer to guarantee. Questions concerning consent procedures and requests for copies of the Consent Solicitation/Prospectus Supplement should be directed to >Global Bondholder Services Corporation by calling at (855) 654-2014 (toll-free) or (212) 430-3774 (banks and brokers).
This press release is for informational purposes only and is not an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitation and offer to guarantee were made solely pursuant to an effective shelf registration statement and prospectus and the above-described Consent Solicitation/Prospectus Supplement dated December 5, 2024.
The solicitation of consents was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.